I am Orihime, Here me Roar!
by whackybiscuit
Summary: Inspired by Akame Ga Kiru! Kisuke finds a special belt that bestows beastlike abilities and lets Orihime try it on. But soon Orihime becomes addicted to power and now it's up to Ichigo to save Orihime from the beast within! Written because Whackybiscuit was in a bad mood!
1. Chapter 1

I am Orihime, here me roar!  
Chapter One: Lioness Rising

 **A.N.: This was originally called** _ **Orihime the Werewolf**_ **but I changed my mind. The idea for this came to me after reading Akame ga Kiru. Again, like with the Fusion Saga this is not a crossover. I am simply taking one element from another manga and putting it into the Bleach universe. If you're wondering why I'm having Orihime as the main character it's because I'm having a bad day and I'm taking it out on her. Because that's how I roll.  
Disclaimer: I don't own Bleach.**

 _ **Sometime after Ichigo regained his powers….  
**_ **Urahara Shop**

"Hello?" Orihime called out as she walked into the small candy shop and looked around. There was no sign of the shady shopkeeper, the burly Tessai or either of the kids that hung around here. There wasn't even any sign of Yoruichi, who'd just returned from a trip to the Soul Society. "Hello? Anybody home?"

"In here!" came a voice from down the hall.

Following the voice, Orihime entered a small room, lit only by a few lights on the wall, giving it an eerie atmosphere. The man she'd been looking for was currently at a workbench with his back to her. Kisuke turned his head slightly to acknowledge his guest, his trademark hat on a nearby chair. "Oh, hello there, Orihime. You here for your candy?"

Giggling, Orihime nodded. "Yep! I promised I'd bring candy for Tatsuki's birthday party and the convenient store is all out."

Smiling, Kisuke got up, stretching his arms and bending backward, his sore back popping back into place; a result of him spending hours at his workbench. "Alright. Wait right here while I go and get it."

Orihime sat down in a nearby chair while Kisuke left the room to get her order of candy. As minutes ticked by she turned to Kisuke's workbench and saw what he'd been tinkering with.

On the table, illuminated by a lamp, was an old, worn out belt. She saw that it was covered in fur and that the buckle had the image of a lion imprinted onto it. Leaning down to examine it, she could feel vestiges of spiritual pressure from within the item. ' _Weird…'_ she thought as she leaned forward. ' _I can almost…hear it…calling to me….'_

She was about to reach out for the belt when she heard footsteps and turned around. Kisuke entered the room carrying a box full of delicious candy. "Here you go, Orihime!" He handed the box to Orihime who thanked him.

"Say, Mr. Urahara? What's this belt you've got?" Orihime asked out of curiosity. "It looks really old."

"Ah! You noticed that, did you?" Kisuke smiled and sat down at his workbench, gesturing to the belt with a wave of the hand. "Well, to be honest I'm not quite sure what this is. When I traveled with Yoruichi to the Soul Society last time, it occurred to me that not much is known about the era before the Thirteen Court Guard Squads were formed or what was used before the zanpakuto was invented. After doing some digging in the archives I came across this in a sealed vault."

"So this belt is over a thousand years old?"

"There weren't that many documents with the item when I pulled it from the vault but what I could piece together does insinuate this was a weapon used to enhance a person's physical capabilities to combat Hollows. Although as to what exactly it is I have yet to conclude." He turned back to the belt and looked down at it with an inquisitive eye. "For now, I don't even know what it does to a person if they put it on."

Orihime put down the box and scratched her head. She looked at the old belt and, again, felt it calling out to her. "Why don't I put on the belt? Just for a few seconds," she suggested. She wondered what the belt could do but the idea of a power boost could be the confidence she needed to finally confess her feelings to Ichigo.

Kisuke scratched his beard and looked at Orihime hesitantly. "Orihime, that doesn't seem prudent. I'm not sure what the belt will do to you if you put it on." But then Kisuke immediately shot down his own argument, "Then again, your powers of Rejection could simply undo any changes the belt gives you so I don't see why not. Remember," he warned as he picked up the belt, "If you feel any pain or discomfort at all, take it off. This has been sealed away in a vault for over a thousand years. I'd guess that it was put there for a reason."

"I will," Orihime promised, taking the belt from him. As her hands gripped the ancient item, she felt something awaken deep the belt, like a sleeping animal waking up from a deep slumber. Shaking off any nervousness and quelling the butterflies in her stomach, she wrapped the belt around her and fastened it to her waist. For several seconds afterwards Orihime felt a tingling sensation throughout her whole body but nothing more than that. "Um…looks like it…AHHH!"

Kisuke leapt out of his chair when Orihime threw her head back and cried out in shock, the belt erupting with golden light. Orihime saw stars as power surged through her body, her body changing from the belt's power. ' _I...I feel amazing!'_ A growl left her lips before she opened her mouth wide. Kisuke watched in complete disbelief as his friend changed right before his eyes.

Cat-like ears sprouted from the top of Orihime's burnt-orange hair and a tail sprouted from underneath her shirt. Because she was wearing a simple shirt and skirt, he could see her thin, delicate arms and legs suddenly bulk up. Orihime opened her mouth wider as her canines extended. When she looked at Kisuke, the man saw her eyes become narrow and strange. But the most startling attribute to her new transformation was her hands. Orihime's hands glowed and morphed until she suddenly had paws, deadly claws poking out from the tips of her fingers. As the transformation reached completion, Orihime threw her head back and a sound that Kisuke never would've imagined came from her:

A lion's roar.

"RORRRRRRRRRRRRR!" Orihime shouted before her feet hit the ground. As the burst of power faded, she looked down at herself with shock. "What…what happened to me?"

Kisuke sat down on a stool and stared. "I had thought that the belt merely bolstered a person's strength by enhancing their muscle structure…I'd no clue it could cause a metamorphosis like this." He looked at the newly transformed Orihime with concern. "Orihime, do you feel alright?"

Orihime looked at her strengthened arms. She wasn't an Amazon by any stretch but she was far more built then she could ever hope to be. "This is amazing! I feel great, Kisuke!"

Nodding, Kisuke took out some paper and gestured to the door. "Well, since you've taken a liking to the belt, why don't we run some tests…."

 _ **An hour later….**_

 __"Hurrrrrrgh!" Orihime grunted as she lifted a huge boulder over her head. Kisuke stared in fascination as his friend hurled it all the way across the underground chamber. That was just a few of the many tests Kisuke gave her to test the limitations of her new transformed body. Orihime was now phenomenally fast, as strong as Chad and, after testing her by chucking Kidô spells at her, had durability that could possibly match Ichigo's.

' _Incredible… this is way more than just a boost in muscle structure or stamina. Her body has become as powerful as a lieutenant-class Soul Reaper's at the very least. There's no way a normal Human, even with her muscles, could lift a boulder that size like it was made of paper.'_

Putting down his notes, Kisuke walked over to the girl. Orihime was busy pulverizing another boulder with powerful kicks. "Alright, Orihime, that's enough for now. You should take off the belt and turn back to normal."

When Orihime turned around she looked at Kisuke perturbed. "Take it off? Why?" She flexed her arms and felt her muscles tighten up. "This feels great! I feel better than ever!"

Kisuke frowned, not liking where this was going. He didn't like the bestial look in her eyes and it made him feel a little afraid. "We don't know what prolonged exposure to that belt will do to you. It would be best to give it a rest for now."

Orihime looked at Kisuke before looking down at her belt. Deciding that Kisuke had a point, she reached for the belt. When her hands gripped the belt she hesitated for a moment. Kisuke held his breath when he saw her hesitate. Finally, just when he thought she wouldn't take it off, Orihime unbuckled the belt and removed it from her.

normal. The belt slipped from her hands and she stumbled to the ground, her body exhausted from the transformation. Kisuke caught her before she hit the ground and helped her to her feet. "Orihime, are you alright?"

"I'm fine," she said after taking deep breaths. "I just feel tired, that's all. And my head hurts a little."

"I'd imagine that having all that power leave you at once is taxing on your body. Why don't I escort you back to your apartment today?" he suggested.

"Okay," she said, her legs feeling wobbly. She turned back to the belt and looked at it with suspicion. When she'd been about to take it off, she hesitated because a voice from within her mind told her not to take it off. She wondered what that was and if it was the belt causing it. Still, even as she stared at it she could feel its power calling out to her...

Kisuke scooped up the belt and tucked into his robes. "C'mon, I'll help you out of here."

 _ **Later….  
**_ **Orihime's Apartment**

"Thanks again, Mr. Urahara!" Orihime said, her strength returned to her after Kisuke had fed her dinner and walked her back to her apartment. Kisuke had put the belt in a box to examine it later before picking up Orihime's candy order and carried it home for her. "That was fun!"

"Well, for now you should rest and relax for a while, Orihime. I'll let you know if I discover anything new about the belt."

"Alright, bye, Kisuke!"

Kisuke turned around and left Orihime's apartment when she closed the door, heading back to his shop. Returning there, he entered his workshop and walked over to the box with the belt inside. It was fascinating what it did to Orihime but also terrifying. ' _For just a moment, I thought she was going to attack me for telling her to take it off. Still, some time away from it might help clear her head.'_ He reached into the box…and grabbed nothing. "WHAT?!"

Looking into the box, he saw that it was empty. He stared at the empty box and wondered what happened to the belt. What Kisuke had so foolishly forgotten was that he did indeed put the belt into a box:

The box with Orihime's candy that was now in Orihime's apartment.

 _ **Back to Orihime….**_

 __Orihime put the box onto her bed and opened it up. After going through the hours of Kisuke's tests while being transformed she felt like she'd earned the treat. She reached into the box, only to find herself grabbing hold of something that was definitely _not_ candy. "What?" she gasped when she pulled out the belt. "Why is this here?"

She stood there, holding the belt and looking at it. She could feel it again. It was calling to her. ' _I really shouldn't…'_ she thought as she stared at it. ' _Kisuke warned me not to but…'_ She remembered what it was like when she was transformed. The power…the strength…the speed…the thrill.

Stepping out into her living room, she gripped the belt in her hands, her heart thumping as she stared at the belt. ' _Well…maybe just one more time….'_

Quickly, she set the belt down and headed for her bedroom, slipping on some shorts and a white shirt that exposed some of her belly. Heading back, she put all fear out of her mind and put the belt on once more. This time the transformation came much faster and more intense. Orihime let out a loud roar once the transformation was complete, her body stronger and beast-like once more. She looked down at her body and grinned. ' _This feels great. Why would anyone take this off?'_

As she continued checking out her new body she suddenly felt a urge hit her. She wasn't just transformed with beast-like attributes but she now had heightened senses. She could smell something off in the distance. Something that reeked of death and blood; a hollow.

Orihime grinned. It was time to go hunting.

To be continued


	2. Chapter 2

Chapter 2: Orihime hunts

 **Disclaimer: I don't own Bleach.**

 _ **Meanwhile…**_

 __Ichigo Kurosaki hopped up onto a building and looked around. His badge had gone off, signaling a hollow nearby. After swapping places with Kon, he headed for the spiritual pressure of the hollow, wondering what it was doing here and who it was attacking. He was quickly joined by Rukia, who'd received the warning from the Soul Society. "Ichigo, you'd best prepare yourself."

"It's just a hollow, right?"

"Yes, but it's not just any hollow. The Soul Society believes that this hollow is Ortho Candaru."

"Ortho what?" Ichigo asked with a confused look.

"Long story short, it's an Adjuchas-level Menos Grande. From what I've been informed, it is a hollow that is not to be taken lightly."

Ichigo scratched the back of his head. "Yeah, but it's not an arrancar. How bad could it be?"

"Captain Zaraki was sent to dispatch him thirty years ago and even he couldn't kill it."

"What?" Ichigo gaped. "How could Kenpachi not be able to kill a simple hollow?"

"Apparently its hide is hard enough to withstand a zanpakuto. Its mask is its hardened spot. From what we've guessed, Ortho Candaru evolved to the point where a zanpakuto could no longer kill him. He's not powerful like the Espada but he is certainly durable."

"So then how-"

" _ **GRRRRRRRRR!**_ "

A rip in the sky erupted above the two friends and Ichigo saw why Kenpachi might've had trouble killing this hollow; even Kenpachi would be hard-pressed to kill a dragon.

Shaped in the image of an eastern-style dragon, Ortho Candaru barreled towards the two, its hideous eyes staring at the hated Soul Reapers. Its black and white scales gleamed in the afternoon sun. Ichigo and Rukia leapt off the roof as Ortho Candaru chomped at them with its sinister teeth. Moving through the air like a serpent through water, it swung its tail at Rukia, who flashstepped to another roof. " _ **So, Soul Reapers, you come for me once more!**_ " it bellowed in a deep, male voice.

Ichigo unwrapped Zangetsu and leapt off the building. "Your scales are supposed to be indestructible? Let's test that!" He landed right on the head of Ortho Candaru and swung Zangetsu downward, intent on piercing through the Adjucha's mask. "What?!" he gasped when Zangetsu bounced off of the mask, not even leaving a mark.

" _ **You think that toy can hurt me? Let me show you some real weaponry!**_ "

The scales at Ichigo's feet shifted before he realized what was going on. "Gahh!" he cried out as the scales suddenly shot out of Ortho Candaru's body, blasting him off his head.

"Ichigo!" Rukia shouted, hopping down to where Ichigo fell. "You okay?"

"Yeah," Ichigo said, picking himself up. "Just got startled, that's all."

"I told you! You can't just attack its head!"

Ichigo glared. "Then how are we supposed to beat him?"

" _ **YOU DON'T!**_ " Ortho Candaru roared before coming in for another attack run. The dragon hollow opened its jaws and a red Cero began to form. " _ **DIE!**_ " When it blasted off its Cero both Ichigo and Rukia readied themselves.

"Getsuga Tensho!"

"Tsugi no Mai: Hakuren!"

The two attacks collided with the Cero, causing it to explode in front of them. Both Ichigo and Rukia gasped when the hollow emerged from the smoke, intent on killing them. "Here he comes!" Rukia shouted, readying another Hakuren.

Ichigo threw his arms out and raised his spiritual pressure. "BAN-"

"SURPRISE!"

A golden blur appeared above the Soul Reapers and slammed against Ortho Candaru's head. Ortho Candaru let out a scream as its impenetrable mask was shattered by a single punch. Ichigo and Rukia watched in complete shock and confusion as the massive hollow crashed into the ground, landing in a construction site, the workers already gone for the day thankfully. The two hurried over to the construction site to see what had brought down the fearsome hollow. Imagine their surprise when they saw, sitting on the destroyed skull of the hollow like it was her personal throne was…

"Orihime?"

The orangette grinned and waved at her friends. "Hi guys! Sorry for interrupting! I just wanted to get a good hit in." She looked down at the hollow, clearly dead from having its head crushed. "Guess I don't know my own strength."

"I…don't even…" Rukia sputtered. "Orihime, what on earth happened to you?!" She was completely taken aback by Orihime's bestial appearance. Her muscular body, her new ears and swishing tail and the hungry look in her eyes was something she'd never imagined Orihime would look like. "You look like you fused with Rangiku's zanpakuto!"

"Teehee! Not bad, huh?" Orihime gestured to the belt on her waist. "It's this belt I got. When I put it on, I get stronger, faster and more powerful!" She hopped off the dead hollow, already beginning to disintegrate, and walked over to her friends. "How do I look?" she gestured.

Ichigo felt his blood rush to his face, his eyes not sure what he was seeing. He'd never imagined Orihime being strong or sexy but the belt had really changed her. Thanks to her small shirt and shorts he could see her arms and thighs were muscular and built. She wasn't a bodybuilder but she had a body that would make Tatsuki envious. Turning to the dead hollow, watching as the last of Ortho Candaru's body disintegrated. "You defeated that hollow…with a single punch?" he gaped.

"Yep!" She held up an arm and flexed it, liking the feel of her strong muscles. Her cat-ears twitched as she felt a surge of power flow through her. "I'm super strong now! Now I fight alongside you guys from now on!"

Rukia stared at the belt with a concerned look. ' _She was able to crush a hollow that Ichigo and Captain Zaraki couldn't even scratch. What is that belt?'_ The more she thought about it the less she liked the idea of Orihime wearing it. It wasn't that she didn't like Orihime to be tougher and more confident. But she had been alive longer than both of her friends and she knew that power had a price. "Are you sure it's okay to wear that thing? Where did you get it anyway?"

"From Kisuke."

Ichigo narrowed his eyes. "Figures."

"Why?" Orihime grinned and leaned forward. Rukia gulped when she saw the look in Orihime's eyes, like she was a predator sizing up prey. "Jealous, are we?"

Ichigo looked at Orihime alarmed. This Orihime was not the one that he was friends with. This Orihime was something else. Putting a hand on her shoulder, Ichigo looked at her with eyes full of concern. "Orihime, maybe you should take it off."

Orihime spun around and glared at Ichigo. "No, I will NOT!" she shouted. Ichigo and Orihime took a step back out of alarm. Seeing her friends look at her fearfully snapped Orihime out of it and she shook her head. "Oh my gosh! I'm so sorry!" she looked down at her belt and frowned. "Maybe I've been letting all this new strength get to me."

She reached for the belt and moved to take it off. Again, she found it hard to take it off of her. ' _Wait, do I want to take it off?'_ she asked herself. ' _So much power…'_

But she remembered the scared look on Ichigo's face and decided it wasn't worth it. She removed her belt and sighed as she returned to normal. Ichigo caught her as she swayed from side to side, her body tired from the loss of strength. "Wow…"

"You okay, Orihime?"

Regaining her balance, Orihime slung the belt over her shoulder. "I'm fine. But…um…could one of you help me back to my apartment? I need to get ready for Tatsuki's birthday party tomorrow and I…kinda leapt over buildings to get here."

"I'll help take you home." Ichigo turned to Rukia and smiled. "You should let the Soul Society know that hollow's been destroyed."

"Okay. I'll inform them that Ortho Candaru was dealt with. I'll spare them the details. If they found out Orihime was the one who defeated him, it'll cause a lot questions."

Ichigo nodded and lifted Orihime up, carrying her bridal style. A few well-placed flashsteps later and they arrived at Orihime's apartment. "Orihime, are you okay?" he asked. "I don't mean if you're tired. You didn't seem like yourself when you were wearing that thing."

Blushing, Orihime looked down at the belt, "I don't know. I was so strong, so fast and so powerful that part of me didn't want to take it off. I mean, yeah I look half-lion but…"

Ichigo put a hand on the belt. For a moment it glowed brightly, as if it was enticing him to put it on but he squashed that voice in his head. He didn't need the belt and neither did Orihime. "Do you need me to bring it back to Kisuke?"

Before she even knew what she was doing she was shaking her head. "No, I think if you did he'll think I stole it from him. I'll wait a few days and then leave it at his shop when he's not there." She could see the concern in his eyes and smiled. "Don't worry. I promise I won't put the belt on anymore. Oh and um…I'm sorry for snapping at you like I did."

Nodding, Ichigo smiled at his friend, glad that he had talked sense into her. "It's alright, Orihime. I understand perfectly. I'll see you at school tomorrow."

It occurred to Orihime that now was the perfect time to tell Ichigo how she felt, what with nobody around to ruin the moment. But her moment came and went as Ichigo turned around and flashstepped away, leaving a disappointed Orihime standing in front of her apartment all alone. Sighing, she walked back into her home. She looked down at the belt and frowned. She remembered when she was talking with Ichigo and Rukia she felt a desire to prey upon the black-haired Soul Reaper like she was food, to show her who was the weak one between them. "Guess I let all that strength go to my head, huh?" she said to nobody in particular.

Walking over to her backpack, she put the belt into it and headed into the kitchen to make dinner. Her transformation had made her hungry. Even as she began to cook the urge to put the belt back on and begin the hunt again continued to run amuck in her mind. But she remembered her promise to Ichigo and steeled her resolve. She would not be putting the belt back on again.

To be continued


	3. Chapter 3

Chapter Three: Losing Control

 **Disclaimer: I don't own Bleach.**

 _ **A few days later….  
**_ **Karakura Town**

Orihime was walking away from Karakura High. Over the past few days many people had noticed Orihime's disheveled appearance and her tired eyes. Orihime had hardly got a few hours of sleep in the past few days. Her mind was constantly thinking about the belt and the powers it brought. She would spend hours looking at the belt, the temptation to put it on growing as time ticked on by. Had it not been for her promise to Ichigo she would've put it on and went out on the prowl for prey.

But it was easier said than done. The urge to put it on was so strong that Orihime had trouble thinking straight. Both Rukia and Ichigo were both concerned but she told them she'd be fine. Finally, she decided that she couldn't hold it off anymore and made her way to Urahara Shop. She had it all planned out: she would go in, hand the belt over to Kisuke, apologize for not bringing it back earlier and then leave. ' _That will be the end of it.'_

Deciding to take a shortcut through an alley, Orihime turned into the long alleyway and sped up her pace. The belt was in her backpack, where Orihime had kept it the past few days. "Just a little farther…."

" _ **Yes…a little farther…to your death!**_ "

Orihime barely had time to duck when she turned around and saw a massive tail come crashing at her. The while tail slammed into the brick wall next to her, turning the decades old stone into rubble. She leapt to her feet and saw a large hollow, shaped like a Komodo Dragon, leering down at her. She put her hands on her hairpins and readied Tsubaki. "Koten Zanshun! I Reject!"

Tsubaki spun around and whirled over to the hollow, intent on cutting it and half. But Orihime soon saw the dilemma with that action when the Hollow batted Tsubaki away with its tail. She was so exhausted and mentally tired that it was affecting Tsubaki's attack power. "Tsubaki!" she cried out, scooping up the sprite.

"You idiot! Run!" Tsubaki warned her, knowing that neither of them were a match for the hollow.

" _ **This is the Human that killed my brother? Pathetic!**_ " The hollow stalked over to Orihime, blocking the exit to the alley with its huge frame. " _ **Ortho Candara deserved to die if he was killed by this weakling!**_ "

Orihime stared in horror as the hollow opened its mouth, intent on chomping her to bits. "Brother?"

" _ **I am Ortho Bantor! Ortho Candara was my brother! I can smell him on you. I know you were the one who killed him!**_ " His tail whipped back and forth, banging against the buildings as it crawled over to her. " _ **Now I'll avenge my brother and kill you, here and now!**_ "

The hollow leapt at Orihime, who defended with her shield. "Santen Kesshun!" Ortho Bantor swung its tail at maximum velocity, shattering her shield to pieces. The impact and shockwave sent Orihime hurling backwards into a wall. "Gah!" Orihime tasted blood in her mouth and she could barely breath, having broken several ribs from hitting the wall hard. She crumpled to the ground, her backpack landing next to her, the top opening up. Her items spilled out next to her; her books, her pencils, her papers…and the belt.

Orihime's eyes turned to the belt and she knew what she had to do. She knew she promised Ichigo she'd never put the belt on again but there was no choice. With Tsubaki down she had no alternative other than to rely on its power. Her vision blurred from her cracked skull but she managed to grab the belt and threw it around her. As Ortho Bantor charged at her, ready to rip her limb from limb, her body glowed gold.

The Adjuchas charge was halted when Orihime stood up, her body healed and ready to fight again in her transformed state. Orihime ripped the sleeves off her school uniform and flexed her claws as she glared at the hollow, her eyes hungry for payback. "You wanted to see what killed your brother?"

" _ **Well aren't you the cheeky one?**_ " Ortho Bantor sneered as he reared back. " _ **You think funny-looking ears and some muscles can stop me?!**_ " The hollow lunged at Orihime, his jaws opened up to eat her.

Orihime grinned and sped forward with her unnatural speed. As the hollow soared over her, her paw formed a fist and she punched up into the hollow's underbelly. "Yes, I can." The blow from her punch sent Ortho Bantor flying, the hollow landing on its back and howling in pain. "That was for sending me into a wall." She began to slowly walk over to the hollow, who was trying to regenerate; however, Orihime's punch had shattered its spine, leaving it helpless.

Orihime's eyes leered with glee as she calmly walked over to her defeated opponent. She felt giddy but also hungry. She reached the hollow and showed it her claws. "I hope you're ready to join your brother…" she threatened. She licked her lips as she savored the kill like a true predator.

" _ **Wait! Don't! Please!**_ "

Orihime didn't listen.

 _ **Meanwhile….**_

 __Ichigo headed for Urahara Shop. He cursed himself for not taking the belt away. Over the past few days he could see that she was getting worse. Apparently the temptation to put on the belt that empowered her was taking too much of a toll. He intended to go to Urahara's and demand an explanation from him about why he gave her that belt. He hopped from rooftop to rooftop and was close to his friend's shop when he heard it: something he hadn't heard before:

A hollow's screams of pain.

Heading for the sound of the screaming hollow, Ichigo jumped down into the alleyway. What he saw there shocked him to his core. A grinning Orihime, transformed by the belt, was ripping the hollow to shreds with her claws, a wicked look on her face as she ripped the hollow to pieces. "Orihime?"

"How do you like that, you scaly bastard?!" Orihime shouted as she ripped out Ortho Bantor's throat, its body already beginning to disintegrate but she didn't care. "Bring more of your family! I'll be glad to shred them too!"

"Orihime!"

The catwoman whirled around, angry at who was denying her from her fun, only to see Ichigo, a look of fear on his face. "Ichigo?"

"Orihime," Ichigo slowly walked over to her, keeping a hand on Zangetsu out of fear of her. Her appearance was slightly changed from the last time he saw her transformed. In addition to her tail, paws and ears, she now had golden fur covering her shoulders. Worse, the look in her eyes was even hungrier than before. "Why are you wearing that belt? You promised you wouldn't!"

Orihime crossed her arms and scowled. "I was attacked by that hollow. I didn't have a choice but to when Tsubaki and my Shun Shun Rikka failed. If I didn't put it on I'd be dead. Besides," her face formed a grin when she cocked a thumb over to where the hollow disintegrated. "It was fun beating that hollow."

Ichigo's concern grew by the minute. It was obvious that Orihime was not in her right mind thanks to the belt. "Orihime, please take off the belt. For me?" he held out his hand and gave her a pleading look. He knew Orihime; the kind, sweet girl who despised violence and fighting. This wasn't her. He didn't know who this was. "Please give me the belt."

"No."

"What?" Ichigo gaped. He was sure that Orihime still had enough rationale to see the cost of keeping the belt on. "Orihime, can't you see that that thing is doing to you?"

"Oh? You mean how I just killed a hollow with my bare paws?" Orihime retorted while cocking her head slightly. "Or how I've become more powerful now than I've ever been or ever be?" When Ichigo took a step forward she growled, baring her fangs at him. "Ichigo, I'm not giving this belt back. Today, I learned how weak I am without it. From now on, I'm never taking it off!" She got down on all fours and roared like a lion. "This is the new me, Ichigo! You'd better get used to it!"

"Orihime!"

But Ichigo's words fell on deaf cat-ears. Orihime sprang up and leapt onto the wall, pouncing up onto the side and up over the roof. Ichigo stood there, not sure what had just become of Orihime. But one thing was for sure:

He was going to get to the bottom of this, no matter what the cost; he was going to get that belt off her….

 _ **Ten minutes later….  
**_ **Urahara Shop**

Ichigo kicked down the door to Urahara's shop and stormed inside. "Where is he?!" he demanded when he saw Tessai.

"Ichigo! What on earth is the matter?"

"Where is Kisuke?! He's got some explaining to do!" Ichigo pushed past Tessai and continued storming down the hallway. "Kisuke?! Where are you, dammit?!"

Yoruichi stuck her head out of her room and saw an angry Ichigo coming her way. "Ichigo! What's wrong?"

The door on her right opened up and Kisuke stepped out. "Well now, Ichigo. What's all the shouting?"

Ichigo stormed over to him and grabbed him by his cloak, lifting him up off his feet. "It seems you had a discount on enchanted belts…"

Kisuke's eyes widened in shock. It only took a few seconds for him to realize where his missing belt had gone. "Orihime. Oh no…."

"You're going to tell me everything you know about that belt and what it's doing to Orihime!"

Shrugging out of Ichigo's grip, Kisuke walked into the living room and sat down, the severity of the current issue clearly weighing heavily on him. "So that's what happened. Damn it! I should've known."

"Kisuke. What is that thing? It's affecting Orihime's mind and she's out of control!"

Before Kisuke can answer, a voice belonging to neither him, Ichigo or Yoruichi pipped in from out of nowhere. "Simply put, Kisuke Urahara opened Pandora's Box."

Everyone turned to see the door opened and there stood Captain Unohana. Her face was grim as she looked down at everyone. Yoruichi blinked in surprise, startled to see her old comrade here. "Captain Unohana. Why are you here?"

"I was alerted several days ago when a certain item was pulled from the archives. I came as soon as I learned that it was in Urahara's possession so that I could see it returned. Evidently, it seems I came a little late."

Ichigo stood up in alarm. If Captain Unohana, of all people, was here then the situation was worse than he thought. "Captain Unohana! What is happening to Orihime?! Just what is that belt she's wearing?"

Unohana frowned. "I see. So Orihime Inoue is the one in possession of Lionel. This is worse than I feared…."

Yoruichi looked at her old friend confused. "Lionel? Why haven't I heard of this before now?"

"Nor I," Kisuke noted, "There's never been any reference to it in the entire history of the R&D department so far as I remember."

Unohana glared at the scientist. "For good reason. Genryusai and I spent a millennia keeping Lionel under lock and key, though it didn't make much of a surprise when I learned you were the one who pulled it from the vaults." She crossed her arms and everyone in the room shivered from her cold stare.

Kisuke put his hands up in defense. "Hey, I was doing research! Besides, Mayuri-"

"Would've known better than to let someone like Orihime put it on. If there is one difference between you and Mayuri Kurotsuchi, Kisuke, it's that at the very least, he only experiments on others when he has some idea of the outcome. He doesn't light the world on fire if he isn't quite sure it'll burn. You, however, never think about the consequences, period."

"Ouch…" Yoruichi hissed.

"But to answer your question, Ichigo, I must take you back to before the Thirteen Court Guard Squads were formed." Unohana walked over and sat down next to him. Tessai came in and poured her a cup of tea. Sipping it, she looked down at her reflection and scowled before continuing.

"In the days before the Squads were established, Souls would still venture out to combat hollows. Some for honor, some for revenge and some for personal gain. But as we're all aware, it takes a certain kind of weapon to kill a hollow."

"A zanpakuto?" Ichigo asked.

"Yes and no. Think about it, Ichigo. You slay hollows with your zanpakuto but so can your friend's Uryu and Chad who don't have one. Even Orihime has the uncanny ability to destroy hollows. A zanpakuto is not the only thing that can slay hollows. Before the Zanpakuto were created, Souls would craft weapons forged with spirit energy to combat hollows. Among these weapons was Lionel. It is a belt that has been infused with the soul of a lion from the Beast realm."

"Beast realm?"

"Yes. Captain Komamura has always denied his heritage but he and his clan come from that realm. When animals die in the World of the Living they are sent to the Beast Realm; it's a form of intermediary before they're sent to the Soul Society. The lion that is the core of Lionel is a powerful beast, trapped within that belt. Whoever puts it on will be endowed with great physical power. In the hands of someone like Orihime…I cannot imagine a person becoming more dangerous."

The tension in the room grew with every word that Unohana said. "What do you mean?" Ichigo asked, scared for his friend.

"Ichigo, power can often be addicting to those not used to it. To everyone in this room we wouldn't be so willing to put on the belt for the added benefit but for Orihime, who does not fight with physical force or brutality, the allure of such a power would be too much for her to resist."

Yoruichi crossed her arms. "This is all well and good, Captain Unohana. But I've two questions. One, what is the full extent of Lionel's power? Two, exactly how do you know all this?"

Unohana was silent for a moment before sipping some more tea. "I'm afraid that the news I have for you is grim. We must remove Lionel from Orihime before she becomes too enraptured by its power. If not, her humanity will be discarded and she will become the ultimate predator." She turned to Ichigo, who couldn't hold back the fear in his eyes. "Ichigo, how many times has she put on the belt?"

"Um…I would guess two?"

"Three," Kisuke corrected. "She put it on when I first got it." His brow furrowed when he remembered Orihime's abnormal physical abilities. "This isn't good. Are you saying that she grows stronger every time she puts on the belt? She was already as tough as Chad and Renji when she first put it on."

"And the next time she put it on she crushed Ortho Candara with one blow." Everyone in the room looked at Ichigo shocked. "And she ripped a hollow earlier to shreds with ease."

Frowning, Unohana put down her cup of tea. "This isn't good. We must find some way to incapacitate Orihime so that Lionel can be removed. If it remains on her for too long, it will fuse with her and she will become a Beast God herself. At which point there will be very little that can stop her."

Yoruichi put her hand down on the table. "Unohana, you've been dodging my other question. Are we listening to the voice of experience?"

Unohana turned to the werecat and gave a slow nod.

"Yes. I was the one who previously wore Lionel."

To be continued


	4. Chapter 4

Chapter Four: The Hunt Begins

 **Disclaimer: I don't own Bleach.**

 _ **Meanwhile….  
**_ **Karakura Town**

Orihime sat on top of a water tower, watching the sun set with her transformed eyes. She'd spent the past few hours on the hunt, crushing hollows left and right. It felt good after all these years to fight with her bare hands and not rely on her Shun Shun Rikka. She looked down at her hands and smiled. "They're just jealous. I'm strong now. They want me to be weak so they can protect me."

As the sun set, however, a new feeling began to creep up on her. ' _My body…I feel…hot….'_ Her body began to ache with need and she clenched her teeth. As the moon began to ascend into the night sky she realized what it was. She'd become animal-like in more than appearance. Her senses had become enhanced and with them, her body chemistry had become altered. She was an animal-human hybrid in the middle of spring.

In layman's terms: she was in heat and craving a desperate need to mate.

Her mind became filled with lewd thoughts and she turned to Ichigo's house and smiled. If she needed to mate, there was only one person she wanted to do with it. "I think it's time I showed him just how much I've changed…."

Getting up, she leapt off the water tower and headed for Ichigo's house….

 _ **Back to Ichigo….  
**_ **Urahara Shop**

"Captain Unohana, what do you mean you wore Lionel before?" Ichigo asked, confused. "You were the one who created it?"

"Not I, Ichigo. I don't know who is responsible for its creation, but when I was much younger I came into possession of Lionel after I killed its previous bearer. By then they'd already succumbed to the beast within and had become just a mindless beast. He was a weak-willed man, who easily succumbed to the beast after putting on the belt a single time. I used the belt twice." She closed her eyes and remembered when she put on the belt. "It was…intoxicating the first time, my body changed by all that power. But I realized that I was losing myself to my primal desires and I removed it. Shortly afterward I came into the possession of my zanpakuto and found no need for Lionel. When I met Genryusai, I handed it over to him. He sealed it away in the archives so that it could never be used again." Her eyes gave a harsh look at Kisuke. "Until a certain scientist got too curious and let that genie out of the bottle."

Kisuke looked at the floor like a child with the dunce hat on….

Yoruichi saw the frightened look on Ichigo's face and put a hand on his shoulder as a sign of reassurance. "Ichigo, we will save Orihime. I promise."

"We must act quickly." Unohana stood up. "We must find Orihime and remove the belt from her person before it becomes infused with her. Once we've removed it, Lionel must be destroyed. It is far too dangerous to ever be used again."

"But how will we find Orihime?" Ichigo asked. "With her speed she could be anywhere!"

"I thought about that." Unohana gave a smile before snapping her fingers. "When I learned that Lionel had been retrieved, I felt that the situation called for drastic measures."

The door opened up behind her and there stood Captains Hitsugaya, Soi-Fon, Kuchiki, Komamura and Zaraki.

"We were brought up to speed by Tessai," Toshiro said. "We will fan out and search for Orihime."

Ichigo gulped. All of these captains hunting for Orihime did not sit well with him. "What are you planning on doing when you find her?" he asked, not sure he was going to like the answer.

Byakuya stepped forward. "If we find her we will attempt to restrain her using kido. If what Captain Unohana has told us is true, then by now her instincts will be to seek out other strong fighters to assert her dominance. With nine captain-class Soul Reapers searching for her, there is no way she'll be able to resist the compulsion to fight us."

"Relax, Ichigo," Kenpachi said grinning. "I'll be gentle with your little kitten, provided she doesn't scratch me," he snickered.

Ichigo balled his fists and glared. "If you hurt her, Kenpachi, I swear I'll-"

"Enough!"

Unohana stepped in between them. "Our priority now is incapacitating Orihime. The captains will search along with you, Yoruichi and Kisuke. We will find her, Ichigo."

Kisuke and Yoruichi joined the captains as they left the room to begin the search. Turning back to the last remaining one, Ichigo gave Captain Unohana a sad look, the fear written all over his face. "Captain Unohana. I need to know. What happens if we find Orihime and we're not able to get the belt off her?"

Unohana's face was grim. "I'm afraid that at that point the only way that the belt will come off is if Orihime chooses to. But by that point she will not want to part with its power. She will become completely addicted to it. That is why we must act now. Orihime is a strong-willed girl. Unlike its previous possessor, if she becomes fused with Lionel she could become far too powerful."

"How will she be even worse than she is now?"

"Unlike its previous user, who was weak-willed and succumbed easily, Orihime's strong willpower will distort and she will become a true predator rather than a mindless beast. Instead of simply hunting hollows she will seek out strong spiritual pressures to assert her dominance. By that point, she'll have all the strength and speed to match us." When Ichigo looked at her with disbelief she clarified further. "Remember, Ichigo, Lionel was created before Zanpakuto were created. She has already surpassed most Soul Reapers even armed with a Shikai. It's not outside the realm of possibility that she can surpass even a captain with a Bankai."

Ichigo walked over and picked up Zangetsu and put it on his back. "Then I need to be out there right now, finding her. I might be able to talk her down."

"Here, Ichigo," she handed him a small black cube. "I'm aware that Kidô is not your specialty and that your feelings for Orihime might hinder your ability to incapacitate her. That cube is a specially designed trap I had Kurotsuchi make. If she attacks you, throw this at her and she will become confined within."

Ichigo looked at the small cube. It was about the size of a Rubix Cube with arcane symbols on it. "And she won't be hurt?"

"There will be no pain. I promise. It will keep her unable to move. Even all her strength and speed will become useless is she is confined to a space where she cannot move her arms and legs."

"Thanks, Captain Unohana." Ichigo pocketed the cube and hurried out to join the search with the other captains, Unohana following behind her.

 _ **Hours Later….  
**_ **Ichigo's Room**

Tired and exhausted, Ichigo opened his window and slipped inside his bedroom. He'd searched high and low for Orihime but had found no sign of her. It was like she'd vanished into thin air. He'd called Uryu and Chad and brought them up to speed. The two quickly joined the search but came up empty. Uryu even tried to find Orihime's spirit ribbon but was unable to locate it, perhaps due to Lionel's interference. It scared Ichigo to think of how beast-like Orihime had become. Every hour she had that belt on was another hour she was coming closer to becoming just an animal.

Ichigo quickly returned to his body, feeling exhaustion sweep over him. Sitting on his bed, Ichigo buried his head in his hands and tried hard not to give into despair. ' _Why didn't I take it from her when I had the chance? If only I'd taken it when I first got her to take it off, she wouldn't be in any danger!'_ "Orihime," he murmured, "Where are you?"

"I'm right here, Ichigo…."

Ichigo's head snapped up and he gasped when Orihime came lurking from out of the shadows. His brown eyes widened when her body was revealed in the moonlight. Orihime's hair was now golden blonde and her arms were completely covered in fur.

"Ichigo, I'm only going to say this once: Lose the pants."

To be continued

 **Warning: Next chapter has lemons.**


	5. Chapter 5

Chapter 5: Mating  
IchigoXOrihime

 **A.N.: Again, I wrote this when I was in a bad mood so if you don't like, don't read. If you read it and still don't like it, you've no right to complain in the reviews like a little bitch. (Drops the mic and walks out of the room)  
Disclaimer: I don't own Bleach.  
Warning: Lemons! Don't like, don't read!**

 _ **Back to where we left off….  
**_ **Ichigo's Room**

Ichigo gulped as Orihime looked at him with hungry eyes. Her appearance confirmed his fears; Orihime was becoming more and more beastlike. "Orihime, why are you here?"

Orihime ran a hand down her front and smiled a sultry smile. It was when she fully stepped out of the darkness that he realized she wasn't wearing any clothes. Fur covered her arms and legs but the rest of her body was bare, much to his embarrassment. "I'm hot, Ichigo," she said, fanning herself with her paw. As she stepped closer Ichigo saw in the moonlight that she was sweating.

"Orihime," he pleaded. He could see that his friend was slowly succumbing to the power of Lionel and he was afraid for what might happen if she kept the belt on any longer. "Please, listen to me. That belt is called Lionel. It's affecting your mind."

"So?" Orihime asked, crawling on all fours. Her eyes told Ichigo that she wasn't in the mood for listening. "I'm become so much stronger and faster. I can finally help you, Ichigo."

Ichigo crouched down and put a hand on her shoulder. "Orihime, you're not weak. You've never been weak." He tried to reach out to the friend who was slowly being consumed by Lionel. As Orihime neared him, Ichigo began to feel strange. ' _Why…do I feel…hot?'_

Orihime brushed her head against his stomach and purred softly. Ichigo saw that what cheeks that her cheeks were pink and her tail swishing back and forth happily. She sighed as she felt Ichigo's body heat sink into her fur. "That feels good…"

Ichigo was taken by surprise when Orihime suddenly jumped up and pounced onto him. The two fell back against his bed and Orihime leered down at him. Ichigo blushed when he realized that his naked friend was on top of him, looking at him with lust-filled eyes. "Ori-"

A kiss silenced him. Orihime's heart leapt with joy, thankful for her newfound courage to finally kiss Ichigo. Except she was planning to do a lot more than just kiss him….

It didn't take long for Ichigo to quickly figure out what was wrong with Orihime. ' _She's being too horny. Wait…is she in heat?'_ However, what Ichigo didn't realize was that Orihime was exuding a pheromone that was affecting him just as much as it was affecting her. As Orihime took his lips in another kiss Ichigo's hands moved with a mind of their own, feeling up Orihime's body. Her furry arms and legs felt like warm velvet to him, her hot skin scorching his.

When Lionel pressed against Ichigo he came to the realization that this might be his one and only chance to get the belt off her without getting into a fight. The fact that he had to do this while Orihime was not herself pained him deeply.

Despite what Uryu, the captains and Kisuke thought, Ichigo really did know that Orihime had feelings for him; though it did take him a while to realize it. After spending so many months powerless and knowing that he couldn't protect her anymore, it broke Ichigo's heart whenever he thought of the idea of losing her. He'd planned on telling her his feelings when he thought he had the opportune moment.

' _But if I can't get that belt off her…there won't be an opportune moment to confess how I feel. She'll be consumed by the spirit within Lionel…'_ he thought sadly. Already his friend was beginning to change from something completely foreign to him. If there was any chance at restoring her humanity to her, he had to take it, no matter how deplorable the method might be.

Deciding that he had to sell it to her that he was accepting her advances to mate, Ichigo sat up and pulled Orihime into his lap. His hand reached for the back of her head and he pulled her into a deep kiss. Already his pants were feeling tight as the furry Orihime steadily continued to grind her naked body against his. He willingly lifted his arms up and let Orihime take off his shirt.

Putting a paw on his chest, Orihime pushed Ichigo back onto his back before turning to her prize in the boy's pants. She licked her lips lustfully before taking off his jeans. As Ichigo kicked out of his pants Orihime leaned down and saw that Ichigo was already erect, an effect from her pheromones. ' _It's Ichigo's dick…'_ she thought lewdly as she stared. In her most private fantasies she imagined what Ichigo what look like with his pants off and Ichigo certainly met her expectations. ' _I want to taste him so bad….'_

Ichigo watched as the transformed Orihime took him into his mouth. Her cat-ears twitches as she began to bob her head up and down, her tail whipping back and forth excitedly. "Mmmmh!" she moaned into the eight-inch thickness in her mouth. Ichigo had to fight to control himself, his basest urges wanting him to skullfuck her. Orihime's mouth was so hot and wet it felt like she was trying to devour his cock. Orihime felt Ichigo's tip touch the back of her throat but wasn't deterred. She wouldn't be denied after waiting for so long. Ichigo was amazed as Orihime took him down her throat, her gagging and slurping echoing throughout the room. His hand went to her head and he scratched her behind the ears. Orihime happily purred into Ichigo's cock before speeding up. She could feel Ichigo's pre-cum coat her tongue and it turned her on. Already her maidenhood was getting wet from giving Ichigo head, her mind a cauldron of dirty thoughts having given in to her lustful urges thanks to Lionel's influence.

"Orihime!" Ichigo grunted, his body beginning to become covered in sweat. "Don't stop…" he said, his hands fisting her blonde hair as he felt his balls tighten up. "Here it cums!" he cried out as the hot feeling rushed through his shaft.

Orihime pulled back until only the head remained in her mouth, her tongue licking the weeping slit in anticipation. Her eyes widened as Ichigo released inside her mouth. ' _Ichigo's cumming inside my mouth,'_ she swallowed the thick load and panted as she pulled away, her eyes remaining fixed on Ichigo's manhood. ' _It's so hot. Ichigo's cum is heating my belly….'_ A sense of satisfaction spread over her as she put a paw on her bare stomach.

But it wasn't enough. She need more.

This time, Ichigo took the initiative, hoping to get his hands on the belt around her waist. Sitting up, he put his hands on Orihime's shoulders and pushed her onto her back. Being an animal now, Orihime got onto her hands and knees, wanting to be fucked doggy-style. Spurred on by the increasing pheromone Orihime was giving out, Ichigo didn't waste any time in lining up his cock with her entrance. "Orihime…."

"Ichigo, do it!" Orihime pleaded, the ache in her loins growing so much she couldn't think straight. "I need you so bad!"

Gripping her waist, Ichigo thrust forward, his manhood sliding into her tight entrance. Orihime's claws dug into the sheets, the catwoman grimacing as her virgin walls were invaded. Ichigo gave another sharp thrust and punched through her barrier, earning a sharp cry from her as her virginity was taken. But any pain was quickly pushed away as Ichigo began to pump in and out of her. "So big!" she groaned, her hands grabbing the headboard to the bed as her body shook. Her furry breasts bounced as Ichigo's powerful thrusts increased.

Ichigo almost lost himself from the insane hot and wet feel of Orihime's pussy. His hips smacked against her ass, making it jiggle rapidly in front of him. It was only when her tail touched his chest that he remembered what he was doing this for. He leaned forward and pressed his chest into her back, her fur heating up his sweaty skin further. Orihime was too busy with Ichigo pounding her deflowered cunt to notice his hands grip her belt. ' _C'mon…'_ Ichigo thought as his hands grabbed Lionel. But his hands had become sweaty from their intimate fucking and he couldn't get a steady grip. Grunting in frustration, Ichigo wrapped his arms around her waist and began to drive his cock in and out of her faster. His breath hit her ear as he felt her walls tighten around him.

"Ah! OH! YES!" Orihime moaned, her head spinning with pleasure. Her back arched into Ichigo's chest as she felt her sensitive body give in to the pleasure. "Cumming! Yes! Yessss!" she shrieked. Ichigo, being inexperienced just as much as Orihime, threw his head back and moaned as her walls tightened maddeningly around him.

"Can't…stop…" he grunted, his hips moving beyond his control, "Cumming!" he gasped.

Orihime's narrowed eyes rolled into the back of her head as Ichigo creampied her, her arms and legs lost their strength and she collapsed onto the bed, Ichigo pinning her body beneath his as he filled her pussy with his spunk. "Ohhhh…"

"Orihime…" Ichigo panted, pulling out. He realized that he'd lost himself to his own inner urges when he saw his cum leaking out of her pussy. Promising himself to take responsibility if he got her pregnant, Ichigo put a hand on her back. "Orihime?"

"Zzzzzz…."

Ichigo blinked in confusion. Gently rolling her over, he saw that Orihime had fallen asleep now that her urge to mate had finally died down. When Lionel gleamed in the moonlight, he realized this was his golden opportunity to take it off her. As gently as he could, he reached for Lionel and moved to remove it. But after a few tries, he couldn't remove it. It was like it was glued to Orihime's waist. ' _Oh no….'_

He was too late. Orihime was already fused with the belt.

The attempted pulling caused Orihime to awaken. When she saw that Ichigo's hands were around her belt, her heart filled with rage. "HOW DARE YOU?!"

With a swipe of her claws, Orihime scratched Ichigo's chest, sending him sprawling off the bed. "Orihime!" he cried out, his chest bleeding from the claw marks.

Shaking off any weariness, Orihime got on all fours and hissed at Ichigo. "You're just like Rukia! You're jealous! You want me to be weak and powerless! I hate you!" she spat.

"ORIHIME!" Ichigo shouted but was helpless as Orihime leapt out the window, leaving him behind. Ichigo shook with helplessness as he realized that he'd lost his chance to save Orihime. He quickly got dressed and got back into his Soul Reaper form, ignoring the wound on his chest. He reached for his cellphone and quickly informed Kisuke and Unohana what happened before heading out, promising to explain the noise to his family when he got back. He stared down at the black cube Unohana gave him and prayed it would work when he found her.

At this point he was out of options.

 _ **Meanwhile….  
**_ **Streets of Karakura Town**

The season of spring had brought the rain to Karakura Town. Kenpachi, carrying little Yachiru on his shoulder, walked in the rain as it started to come down. Both Soul Reapers were silent as they walked, both having a lot on their mind. Yachiru was sad for Orihime and Ichigo, while Kenpachi was anxious, as he didn't know what to expect.

The two continued to walk until Kenpachi stopped in front of an alley. Turning his head he sniffed the air, finding the smell of something off. "Kenny?" Yachiru asked, looking worried.

"Wait here, Yachiru." Kenpachi started to walk into the alley, the rain coming down harder. When he made it ten feet into the alley he saw a silhouette forming from the rain in front of him. Kenpachi drew his zanpakuto and stared as Orihime Inoue, her body covered in golden fur, stalked her way over to him.

"Time to play, Kenpachi…."

To be continued

 **A.N.: That's right, Kenpachi VS Orihime next time!**


	6. Chapter 6

Chapter 6: Orihime Vs Kenpachi

 **A.N.: I am writing this to get out of my bad mood so I don't want to hear how there's no way in hell Orihime could ever take Kenpachi!  
Disclaimer: I don't own Bleach.**

 _ **Back to where we left off….  
**_ **Karakura Town Alley**

The rain continued to come down as Kenpachi stared at the girl. She was almost unrecognizable in her current state. Her hair was down wild and golden blonde, like a lion's mane. Her body was mostly covered in golden fur, obscuring her nudity, and her eyes gave him the impression that any humanity she had was now buried beneath Lionel's influence.

Kenpachi couldn't help but grin when he saw the dangerous look in her eyes. ' _This might be fun after all.'_ "Here, Kitty…" he said as he unsheathed his zanpakuto.

"Kenny…" Yachiru muttered, not sure what her father was going to do. She stood at the entrance to the alleyway, already getting soaked. "Please don't hurt Big Boobies…." She couldn't' stand to see her friend hurt, least of all hurt by her father.

"You can relax, Yachiru. I'm not going to kill her." Kenpachi had promised Ichigo not to hurt her and he respected the boy too much to break that promise. That being said, he could tell that the girl wouldn't let him take the belt off her without a fight. "I'm just gonna play with the kitty, that's all…."

"Grrrrr…" Orihime growled, sensing the dangerous man in front of her. Her claws sprung from her paws as she crouched on all fours, ready to pounce. A snarl left her as she leapt up and charged at Kenpachi. The man braced himself as the girl darted from left to right, zigzagging from side to side. Orihime may have had her instincts twisted to be like an animal's, but she was still coherent enough to know that simply charging in and attacking Kenpachi would be a foolish choice. Kenpachi watched her with a hawkish look as she bounced off the alley's walls, the girl intent on trying to find an opening. Finally she lunged at his left side, ready to claw out Kenpachi's heart.

"Hah!" Kenpachi reached out with his free hand and caught Orihime's arm, her razor sharp nails just centimeters from Kenpachi's flesh. The giant man hauled Orihime up and stabbed his zanpakuto into the ground before reaching for her belt. To his dismay, it felt like it'd been glued to her. ' _She's already fused with it. Ichigo's not gonna like this…'_

"LET GO!" Orihime screamed in frustration. She swiped with her free hand at Kenpachi's shoulder. To the massive man's surprise, her claws easily pierced his flesh. In frustration he swung Orihime around and slammed her into the brick wall next to him, the building shaking from the massive impact. "Guh…" Orihime groaned in pain.

"Heh, not bad. But you're not going to beat me by just rushing me…." He reached out to grab her ankle, figuring he'd knocked her out with the force of that attack.

"Grrrrrr!" Orihime growled with fury as she lunged up, her paw forming a fist. Kenpachi was taken aback as her fist slammed into his face, sending him flying into the opposite wall.

"Damn!" Kenpachi grunted while pulling himself up. "That actually hurt!" He was surprised by her abnormal strength. If she'd hit any harder she might have crushed his face. "Damn, that belt's given her wicked strength." He also noticed that her bruised body was beginning to heal right in front of him as well. ' _So she can recover quickly. Hmph, only Ichigo's woman could be so frustrating to fight….'_

Orihime leapt up and resumed her attack and for the first time since Nnoitora Kenpachi found himself on the losing end. He swung and slashed at her but Orihime had become nimble and quick; even someone as fast as Kenpachi couldn't keep up with her. Orihime pounced onto him again and again, her claws digging into him and her punches and kicks injuring the mighty captain. True, Kenpachi had the resiliency that he was known for but Orihime was so tenacious! ' _So that's her plan…'_ Kenpachi thought as he put a hand on his bleeding side, freshly slashed by Orihime. ' _She's like a lioness now. She's planning on whittling me down to nothing before finishing me off like a true predator.'_

Knowing that Kenpachi was slowing down, Orihime grinned, licking the blood off her paw and darted forward on her two legs, full of energy. She already had everything planned out in her head. She'd rip out Kenpachi's throat and then shred the rest of him before turning her attention to the rest of the captains. And then she'd go and find Ichigo again.

Her eyes gleamed with malice as she jumped up, her claws extended to kill Kenpachi…only for Kenpachi to dodge at the last second and slam her to the ground in one blow! "Arrrrrrgh!" she cried out in pain.

Keeping her pinned with a foot to her spine, Kenpachi glared down at the catgirl. "You think your little scratches had an effect on me? You might be strong but that belt's messed with your head. Any friend of Ichigo's would know it'd take more than that to bring me down."

"Grrrrr!" Orihime growled in anger. She tried to get up but Kenpachi's weight pressed down on her. She screamed for him to get off of her but he didn't heed her shrieks while he reached down and tried over and over again to pull the belt off her.

"Hmph. So I was right," Kenpachi finally said as he continued to stand over her. His face was grim as he reached for his zanpakuto. "Hope Ichigo will forgive me for this but it looks like I've gotta cut the belt off you."

Orihime's eyes widened to their very limit at Kenpachi's words. ' _He's gonna cut it off? He's…going to take away my power. No…no! NO! NOOOO!'_ Before she even knew what was happening she found herself not in the alleyway with Kenpachi and Yachiru.

 _Inside Orihime's mind, she saw a golden lion, radiating like the sun. Orihime, human and naked before the lion, reached for it with her hands. "_ _ **What do you want?"**_ _the lion asked._

 _"I want to be strong! I don't want to be protected anymore! I want the power to fight back!"_

 _The lion nodded and let out a roar. Orihime's world turned white and she felt power like she'd never known fill her._

In an instant, Orihime found herself back in the alley with Kenpachi on top of her. Her body crackled with golden lightning as power flowed from the belt into her body….

Just as Kenpachi was about to cut through Lionel he was taken aback as Orihime suddenly glowed gold and her spiritual pressure increased. "GRAAAAAAAAA!" Orihime screamed as she pushed herself up, knocking Kenpachi off his feet. As the man hit the ground she stood up and flexed her paws, the power filling her intoxicating.

Now that she'd become one with Lionel's consciousness, her mind began to think like a true predator. She realized that she'd been wrong before to go after Kenpachi like she did. No, she was up against a group.

And the law of the jungle was to go for the weakest link.

Kenpachi was horrified as Orihime turned around and saw Yachiru, who was still standing in the entrance to the alley while watching them. Grinning, Orihime got down on all fours and growled before dashing at the tiny girl. Finding his strength, Kenpachi got to his feet and dashed after her.

Orihime could practically feel Yachiru's flesh beneath her claws as she lunged for her. But again her kill was denied as Kenpachi grabbed her tail and pulled. "MROOOOOOW!" Orihime cried before she was flung backwards. She landed on her feet and saw Kenpachi storming her way, completely pissed.

"That does it…Ichigo can bite me for all I care now! Nobody…NOBODY attacks Yachiru!" Kenpachi screamed. His hand ripped off his eyepatch as he roared at the catgirl. "I'm gonna have a new fur rug tonight, girl!"

The response from Orihime was a loud roar as she reared back on all fours, ready to take Kenpachi on. Her body glowed gold as Lionel fed more power into her body. Her muscles tightened as she prepared herself. ' _Here…I…come…Kenpachi!'_

"ORIHIME!"

The girl turned her head only to see a black cube come flying at her. Kenpachi and Yachiru saw Ichigo at the opposite end of the alley, having been alerted to their fight thanks to Kenpachi's spiritual pressure. Orihime swiped the cube, intending to bat the object away, but as it neared her the symbols on the sides of the cube came to life. In an instant the cube expanded and it wrapped itself around Orihime's body. Orihime struggled as her body became confined in the box but found her body completely immobile.

The black cube hit the ground with a thud, Orihime trapped inside with only her head sticking out of the box. Ichigo turned to his friends as he neared the trapped Orihime. "You okay, Kenpachi?"

"Remind me to get my shots when I get back," Kenpachi grumbled as he put his eyepatch back on. "Bad news, Ichigo. The belt's a part of her body. Only way we're getting it off is cutting it off."

Ichigo turned back to Orihime and his face showed his sadness. He didn't want his friend to get hurt but knew he had to get that belt off her before it permanently affected her mind. He put a hand on his chest and winced from the wound she'd caused earlier. "I know. We need to get her to Unohana. She'll know how to get Lionel off of her."

As Ichigo talked, inside the cube Orihime was seething, cursing herself for getting caught in this trap. She knew that Ichigo would try to take away her power and she couldn't let that happen. Her eyes squeezed shut as once again she retreated to her inner world.

 _Once again she was in front of the golden lion again. She looked down at her hands and cried tears of helplessness. She'd become so strong and powerful. Now her friends were going to take it all away._

 _Turning to the lion she pleaded to it. "Please! I need more strength! I need more power!"_

 _The golden lion looked at the frail, frightened Orihime and pulsed. To Orihime's eyes it grew until the lion was the size of a mammoth. Turning back to Orihime it opened its jaws. Orihime knew what was going to happen and willingly let herself be devoured by the lion, her soul consumed by the beast within…._

Ichigo, Kenpachi and Yachiru all turned in shock when they heard a cracking sound. Orihime's head glowed with golden fire as cracks formed in the cube surrounding her. "Orihime!" Ichigo shouted, "Stop!"

"RAHHHHHHHH!" the girl screamed before the cube exploded, her body consumed by the belt's golden light.

All three Soul Reapers were temporarily blinded. When their visions cleared they all stared in shock as Orihime stood before them. Her body was much more built now, with fur covering most of her body save her face and stomach. Her hair was far longer now, sprawled down her shoulders and back like a lion's mane, shining brightly even in the rain. When she opened her eyes Ichigo was horrified to see that her hazel human eyes had been replaced by a lion's green. As she opened her mouth they saw that her teeth had all become razor sharp.

"Ichigo."

The boy blinked. ' _She can talk? Then maybe there's still a chance she's still in there somewhere!'_ "Orihime, please stop this!" he pleaded.

Orihime looked at her crush with a contemptuous look before turning around. "No, I know what I am now. I'm a predator. I'm going to hunt. And when I'm finished with the rest of the captains, I will hunt _you."_

As Orihime leapt onto the alley's walls and ascended, Ichigo moved to follow her but was stopped by Kenpachi, who barred his way. "Kenpachi, move!"

"Don't bother," the man said. "She ain't in there anymore, Ichigo. There's only one way to bring her down and that's the hard way." Seeing Ichigo's _shihakusho_ tinged with red, he poked a finger at Ichigo's chest, making the boy grimace in pain. "Besides, looks like she got one in on you already." He turned around and looked at his daughter. "Yachiru!"

"Kenny?" the soaked lieutenant replied as she walked over to her father. "Is Ichi gonna be okay?"

"Take Ichigo back to Kisuke Urahara's. I'll go after our rogue kitten and put her down." He turned to leave the alley and slowly walked away.

"Kenpachi!" Ichigo insisted.

"This ain't a debate, Ichigo!" Kenpachi roared, stopping in the middle of the alleyway. He turned his head and glared at the boy with his eye, "Accept it! Your friend has gone insane and she needs to be put down like the wild animal she's become! You ain't gonna talk her down. You want that belt off her, you're gonna have to carve it off of her corpse." He decided that talking was pointless and walked away, leaving his friend standing in the rain.

Ichigo hung his head as he let Kenpachi's words sink in. He didn't want to accept the fact that Orihime, his friend, the girl who he loved, was now beyond salvation. He put a hand on his chest and felt the pain from the wound hit him. "Orihime…" he muttered, his tears mixing with the raindrops hitting his face.

The boy was silent as Yachiru took him by the hand and walked him back to Urahara's shop in the rain….

 _ **An hour later….  
**_ **Urahara Shop**

Unohana was bandaging Ichigo's injury as the others returned, his top removed while she treated him. "What happened to you, Ichigo?" Uryu asked when he saw Ichigo's wound and disheartened face.

The boy shook his head and stared at the ground. "Orihime…is fused to the belt. Kenpachi and I tried to stop her but she broke free of the trap Unohana gave me. I don't know where she is…" he lamented. "Any luck?" he asked the captains.

All five captains shook their heads. Toshiro sat down and sighed, "We cannot locate her spirit energy. She's gone into hiding. However, from what Kenpachi said she seems to be about to hunt us down so she will reveal herself soon, most likely after she gathers her strength."

Uryu and Chad sat down next to Ichigo and saw how despondent he looked. "Ichigo…" Chad said, not sure what to tell him. Even Uryu looked conflicted, knowing that Orihime was too far gone to end this peacefully.

Ichigo looked at the captains until his eyes turned to Komamura. Seeing the large anthropomorphic wolf gave him an idea. "Um…Captain Komamura?"

The huge captain looked down at the Substitute. "What is it, Ichigo?"

"Well…I just had a thought. Um…if we can't find her by tracking down her spiritual pressure…" he reached into the folds of his _shihakusho_ and pulled out what remained of Orihime's tattered shirt. "Do you think you can track her by her scent if she's become more animal-like?" he asked. He understood that he was being a bit insensitive by asking Komamura to act like a mere bloodhound but he had no other options.

Komamura looked at Ichigo, his eyes locked with the boy's for a few moments. He had tried his best to act human and didn't rely on his animal senses most of the time as a way to convince himself he was a Soul Reaper first, beast second. But seeing the look in Ichigo's eyes made him relent, knowing that the boy was suffering the most out of all of this. He took the shirt from Ichigo's hand and held it up to his nose. "I will try, Ichigo. Bear in mind that it's raining outside and it will lessen my ability to track her scent."

Everyone in the room waited as Komamura sniffed the shirt, his ears perking up as he became familiar with Orihime's scent. Finally he looked up and sniffed around. "I have it," he said after a moment. "It's faint because of the rain but I can track her with it."

"Let's go," Ichigo said, putting his top back on.

Unohana and the others looked at Ichigo wearily. "Ichigo, are you sure?" she asked.

"Orihime's my friend. I have to stop her. Nobody in this room is going to keep me here."

Nodding, Komamura left the shop, Ichigo and the others not far behind him.

To be continued


	7. Chapter 7

Chapter seven: Orihime: Human or Beast?

 **A.N.: This is the final chapter.  
Disclaimer: I don't own Bleach.**

 _ **An hour later….  
**_ **Karakura Town**

Komamura sniffed the air as he looked around. Ichigo, Uryu, Chad, Yoruichi, Kisuke and the rest of the captains were behind him. The group stood on a bridge overlooking a river. Ichigo felt a macabre sense of déjà vu since it was the same bridge where he lost his mother. Finally, after several tense minutes, Komamura's ears perked up and his head jerked to the side. Raising a large hand, he pointed down at the other end of the bridge. "There, she's hiding below on the other side."

"Let's go," Ichigo said, stepping forward. He was interrupted, however, when Byakuya put a hand on his shoulder. "What?"

"Ichigo, I think it'd be wiser if we apprehended Orihime. It's clear to just about anyone that your judgement is clouded. That is weakness. Orihime will capitalize on that weakness. Let us handle this while you and your friends make sure she doesn't escape."

Uryu and Chad stepped forward. "That's all well and good, Captain Kuchiki but I think it should be the opposite. She knows us. We might be able to get close to her to knock her out. If she sees one of you she'll go straight on the attack."

The captains looked at Uryu, then to Ichigo and then back to Uryu. Crossing his arms, Byakuya scowled. "You've five minutes. Then we go down there."

Nodding, the three friends hopped off the bridge and landed on the riverbank. Thanks to the rainclouds it was dark but they could see an outline in the darkness of the foot of the bridge. Chad and Uryu's eyes widened in complete disbelief when they made out the image of Orihime. "Is that…Orihime?" Chad gasped, unable to believe his eyes.

"Yeah…" Ichigo removed Zangetsu from his back and unwrapped it. "C'mon. Let's go."

The three friends carefully approached the catgirl, who stared at them with her enhanced vision. "Ichigo…Uryu…Chad…."

Uryu frowned. ' _If she can still talk then she must retain some rationale. Is Lionel simply influencing her or has it taken over her mind completely?'_ he mused. He saw the bestial look in the blonde's eyes and summoned his bow. "Ichigo," he said, keeping his eyes fixed on Orihime, "You have to know that talking to her is useless. I don't want to admit it but the only way we're going to get that belt off her is by force."

"…."

Orihime stood up on her legs and stepped out of the shadows. The wind blew harshly as she locked eyes with her friends. She knew why her friends were here and she wasn't going to let them take the belt from her. She crouched down on all fours and bared her fangs. Her angry eyes went from each one until they locked with Ichigo's. Growling in anger, Orihime went on the attack.

Chad summoned his right arm shield and got in the way, taken aback by Orihime's sudden speed. "Orihime! Stop!" he shouted as he defended Ichigo. "We're your friends!"

His words fell on deaf cat-ears as Orihime slammed her fist into Chad's shield. The giant boy had met his share of strong opponents but Orihime's strength was monstrous. "GAH!" he shouted as the impact of the punch sent him backwards into Ichigo. Ichigo caught him but was taken aback when Orihime appeared at his side and kicked him in the face, sending him flying.

"Damn it!" Uryu cursed before taking shots at the transformed girl. The girl deftly dodged shot after shot with ease, the archer no match against her new limber form. ' _This is hopeless! She easily dodges single arrows but I can't use a volley. If I hit her with multiple arrows she might die! I just have to catch her off guard and then-'_

Orihime sensed Uryu hesitating while trying to come up with a plan and made her move. She zigzagged in front of him, throwing off his aim before lunging at him. Uryu cried out in pain as her claws dug into his shoulder before dashing backward when Chad threw a punch at her.

Chad furrowed his brow and decided that he couldn't afford to play nice. Not for his friends and not for Orihime. "Sorry, Orihime, but I've gotta do this." The end of his shield pulsed blue spirit energy as he charged his signature attack. "El Directo!" He launched the attack at Orihime while she was in midair, leaving her with no room to dodge.

The attack hit Orihime square in the chest. Orihime screamed in pain as she was flung backward, landing on her feet. The smell of burnt fur filled the air as she panted for air, having never imagined that Chad's attack could hurt so badly. But the large boy saw the wound on her chest begin to heal itself and frowned. Uryu walked next to him and scowled at the sight. "That's not like Sōten Kisshun. Lionel must be accelerating her recovery time. She can recover in seconds what could take people weeks to recover from."

' _But at what cost to her body?'_ Uryu thought.

"Grrrrrr!" Orihime growled in anger at being hurt by her friends. She couldn't understand why her friends were like this, trying to rob her of her new power and now had actually hurt her.

But now she was going to hurt them back.

Charging forward, Orihime attacked Chad before he had much time to react. He brought up his shield just in time as Orihime clawed at him, her nails scratching the surface of his shield. Knowing clawing him would be useless, Orihime gathered her strength and punched the shield, the impact knocking Chad into the river behind him. She turned her head to see Ichigo, standing there looking at her with a lost and despondent look when she suddenly howled in pain. "Gahhh! IT HURTS!"

"Uryu!" Ichigo screamed as Orihime doubled over, several arrows embedded in her back. "What have you done?!"

"Easy, Ichigo. I've been practicing. These arrows are much slimmer than usual and they're not meant to maim her. They're meant to disable her by attacking her nerves. Even her recovery time will be scrambled if her body can't tell the belt what to heal," Uryu explained.

Orihime collapsed onto the ground and cried from the pain, her body feeling like it was on fire after having its nerves damaged. However, Uryu underestimated the restorative power of Lionel and with a burst of gold light her body began to heal. "Grrrr! Uryu…" Orihime growled in anger, turning her head to leer at her friend. "You'll pay for that! RRRRRROWRRRRRR!" she roared before pouncing. Uryu raised his bow but her attack came too fast.

"Gahhh!" Uryu screamed as Orihime leapt onto him and sunk her teeth into his damaged shoulder. "Arrrgh!" Creating a small bow in his hands, he shot her in the stomach, causing her to let go and fall backward, blood running down her stomach before the wound healed. Uryu dropped to his knees and grimaced from his mauled shoulder. "Dammit! She really is like a predator now!" He looked up at the bridge and saw the captains staring down at them. ' _I think five minutes is up, Byakuya!'_

His concentration was broken when Orihime was suddenly upon him again. This time she hauled back with her claws, intent on ripping Uryu's throat out. Before imminent death could come to the Quincy, Ichigo appeared behind her and hit her in the side with the blunt end on his zanpakuto, sending her sprawling away. "Uryu, you okay?"

"My shoulder's seen better days," Uryu lamented as he sat up, nursing his bleeding shoulder. The two friends heard a splash and saw Chad climb out of the river, giving Orihime a determined glare. "Ichigo, this isn't good. That belt has caused her body's recovery speed to become hyper-accelerated. Every time we hit her she only recovers and hits us back harder!"

Nodding, Ichigo gripped Zangetsu as he stared at Orihime, who was already on her feet. "Yeah, I know." He turned to Chad. "Chad, look after Uryu. I'll deal with her."

"Ichigo! Don't be stupid!" Uryu protested. "Your zanpakuto isn't quick enough to catch her! Even with your Bankai she'll be too agile!"

Ichigo held his arms out and fired up his spiritual pressure. "I don't have a choice, Uryu! I have to try!" He looked at Orihime one more time before unleashing his last resort. "BAN…KAI!"

Uryu, Chad and the observing captains watched as Ichigo appeared in his new Bankai jacket and blade. Orihime noticed the spike in Ichigo's spiritual pressure and hissed, baiting the strong opponent in front of her to challenge her.

Ichigo and Orihime circled one another, each not taking their eyes off the other. The wind stopped for a moment, as if the planet was holding its breath in anticipation. As a pebble fell from the bridge, both Orihime and Ichigo braced themselves. When the pebble hit the ground, the tiny sound rang out like a thunderclap and the two attacked.

Even for the captains who were used to high-speed combat like Soi-Fon and Byakuya, the battle that took place in front of them was near impossible to keep up with. Orihime had become lightning fast, her speed now on par with Ichigo's. They narrowly avoided each other's attacks, Ichigo dodging her swipes and kicks while she avoided his slashes. Orihime's paws had now evolved to the point where they could block a zanpakuto, even in Bankai so she used them to shield herself from his attacks, Ichigo doing the same with the flat of his sword. The ground all around Uryu and Chad became damaged as their attacks sent shockwaves, Chad having to protect Uryu with his shield.

Ichigo kicked Orihime in the stomach and sent her flying. Orihime backflipped and landed on all fours, charging right at Ichigo with her claws at the ready. But Ichigo was ready for her and had charged up his signature technique, his eyes full of determination. "Getsuga Tensho!"

All of the captains were shocked by Ichigo's resolve as he unleashed his most powerful attack. But Orihime had a surprise of her own for him. Her hairpins glowed gold, fueled by the exotic power of Lionel and Orihime roared a roar that felt like it shook the entire planet. Suddenly it was like Ichigo's Getsuga Tensho had hit a wall, the soundwave blocking the strike from hitting Orihime. Ichigo looked on in shock when he realize that Orihime had become so empowered she was now a match for him in both speed and power. ' _I've no choice…'_ he thought as he reached for his face, his first instinct to summon his mask. He hadn't used his Hollowfication since his battle with Aizen but he knew he still had his inner hollow. But as his hand touched his face he saw Orihime's face and decided against it. ' _No. I can't hurt her. I won't hurt her. There's only one way to end this….'_

Uryu, Chad and everyone else looked at Ichigo as if he'd lost his mind as he slowly put his sword on the ground, backing away from it. "Ichigo! Have you gone mad?!" Uryu shouted from behind Chad. "She'll kill you!"

All of the captains stared in shock at Ichigo's actions. "Has he completely lost it?!" Toshiro said. Kenpachi moved to jump off the bridge before his friend could be mauled only for Byakuya to stop him. When the other captains looked at Byakuya he merely stared at the scene before him, as if confident that Ichigo could handle this.

Tense silence filled the air as Ichigo stared at Orihime, keeping his hands where she could see them. Slowly he approached her, the girl on all fours looking at him wearily, wondering if this was a trap. "No, Uryu. I believe in Orihime." He turned back to the transformed lioness and his eyes softened. "Orihime, I know you're still in there."

Orihime was quiet but didn't make a move, her body tense from anticipating a surprise attack.

"You have to see that this has gone too far. Look what that belt has done to you. You attacked Uryu and Chad. You threatened Yachiru. You've become obsessed with power. The Orihime I know would never do that."

Her claws digging at the ground, Orihime roared at Ichigo, the earth feeling like it would crumble like a stale cracker from the mighty sound. "Why? I am strong! I like being strong! Why would I ever want to take this belt off, Ichigo? WHY?" she screamed, tired of Ichigo trying over and over to get her to take the belt off.

Ichigo remained motionless before turning towards the river. With a gloved hand he pointed at Orihime's reflection on the water. "Take a look, Orihime. That's what the belt is doing to you."

Turning her head, Orihime's eyes widened in horror when she got a look at her reflection in the river. She crawled over until she was face to face with her reflection. "Is that…me?" she muttered. She understood she was drawing more power from the belt but she had no idea it was affecting her like this. "What…what's going on?" she reached out and touched her face before looking down at her paw. ' _Wait…wait a second…I wanted to be strong. This isn't me at all!'_ Getting up, she looked back to Ichigo, only to cry when she saw what was in front of her. "Ichigo…"

The boy had opened up his _shihakusho_ and removed Unohana's bandages, revealing the deep scars across his chest. "Orihime, that belt is evil. The Orihime I know would never do this to me."

Orihime's eyes watered as the truth of the matter had finally reached her, tears running down her face. ' _I…hurt Ichigo?'_ All of her animal instincts faded as the horrifying revelation dawned on her. She turned and saw Uryu, crouched on the ground nursing a bleeding shoulder next to Chad, claw marks gouged into his shield. ' _I hurt Uryu and Chad! What have I done? WHAT HAVE I DONE?!'_

Everyone watched as Orihime gripped the belt and started to pull on it. "Get this thing off me!" she screamed, golden light emanating from the belt as it resisted her. In an instant, Orihime's mind was taken to her inner world, where she lay trapped within the golden lion.

 _The spirit of Lionel roared as Orihime tried to break free from it. "_ _ **NO! You're a hunter! You're a predator! Without me, you're weak! Without me, you're prey! Without me, you're NOTHING!**_ _" it shouted as Orihime struggled inside of it._

 _"No! I don't want to be strong! I want my friends!" Orihime screamed as she opened up the lion's mouth and tried to climb out of its jaws. "I'd rather be weak than hurt my friends!"_

 _Growling in anger, the spirit of Lionel tried to bite down and swallow Orihime whole again but she resisted him, her hands pushing against his jaws as her body glowed with the yellow-gold of her Shun Shun Rikka. "_ _ **What do you think you're doing?!**_ _" it roared._

 _"This is my power! I'm going to show you I'm not weak!" All of her sprites appeared before her, their eyes showing anger at Lionel for what he'd done to Orihime. The sprites flew to Orihime's torso and pulled on her, yanking her out of the lion's mouth. "Tsubaki!" she shouted. Her offensive spirit appeared before her and nodded. "Koten Zanshun! I REJECT!"_

 _Tsubaki spun around and glowed gold, ready to destroy the invader of Orihime's mind. Lionel roared, trying to deflect Tsubaki with a shockwave like what Orihime did to Ichigo's Getsuga Tensho. But without Orihime's lifeforce fueling him, it lacked any power. "_ _ **NOOOO**_ _!" it screamed before Tsubaki's attack cut the head off the lion. As it hit the ground it disintegrated, Lionel's avatar no longer present inside Orihime's mind and soul._

"GRAAAAAAAAH!" Orihime screamed as the belt slowly peeled off of her. Now that she and the belt were no longer one, the fusion between them had ended and thus it was no longer a part of her. Everyone, especially Ichigo, watched as Orihime finally ripped the belt off of her waist, holding it high above her head. Her body glowed gold as the transformation that had kept turning her into an animal ended. With a loud scream she hurled Lionel into the river with the last of her strength. With Lionel's departure, Orihime's world turned dark….

Ichigo ran over to Orihime as she collapsed onto the ground, her body naked but human again. Holding her, he shook her gently when he saw that she was unconscious. "Orihime! Orihime, are you okay?"

Unohana quickly flashstepped to the boy and wrapped the naked girl in her _Haori._ Putting a hand on Orihime's forehead, Unohana frowned. Her body was so cold. "She is weak, Ichigo. Lionel had sapped her energy in order to heal her wounds in your battle."

"Will she be alright now that the belt is gone?" Ichigo asked, fear written all over his face. He didn't want to lose Orihime just when he got her back.

The captain took Orihime from Ichigo's arms and stood up, gently carrying the girl. "We need to get her to Urahara's shop so I can treat her there. But Orihime is a strong girl. She'll make it. She only needs time to rest."

Ichigo nodded and, with his friends, left the riverbank and quickly returned to Urahara Shop to give Orihime much-needed treatment….

 _ **Two Weeks Later….**_

Orihime opened her eyes and sat up, her head feeling light. ' _What happened?'_ She tried to remember the last thing to happen to her but everything was a blur. ' _I think…I was fighting Ichigo and then I…'_

Her train of thought was interrupted when a hand touched her shoulder. Turning her head, Orihime saw the smiling face of Unohana looking down at her. "You're awake. Welcome back, Orihime."

Orihime realized she was back in the Soul Society and in one of Squad Four's medical centers. "What happened?" She suddenly felt a wave of exhaustion hit her. "How long have I been here?"

Sitting down in a chair, Unohana explained, "It's been two weeks. I imagine that after what you went through you might have some trouble remembering. You were fused with the power of the belt Kisuke gave you, Lionel. I've never known anyone who could remove it willingly after they'd become fused to it. It took an extraordinary amount of willpower to do that." She smiled warmly at the girl. "You certainly are strong, Orihime. I don't think anyone else could've done what you did; even me."

"Okay, but what happened to everyone else." She suddenly remembered everything she said and did while possessed by the power of Lionel. "I hurt everyone…."

Patting her head, Unohana continued to smile. "Not at all. Only Captain Zaraki and Uryu Ishida were injured and they understand you weren't yourself. You have nothing to be ashamed of."

Orihime nodded but her face turned sad. "Yeah but…Ichigo…."

Unohana's smile didn't drop as she pointed to the foot of Orihime's bed. There, sleeping with his head at Orihime's feet was Ichigo. "You're a lucky girl, Orihime. He stayed by your side for the past two weeks you were unconscious. He refused to leave you until you awoke." Patting her shoulder, Unohana got up. "I'll leave you two alone for now. Be sure to rest up, Orihime."

The sound of Unohana closing the door roused Ichigo from his sleep. He opened his eyes and felt a hand on his cheek. Looking up he saw the happy face of Orihime smiling at him. "Orihime!" he immediately hugged her when he saw his friend awake and okay. "Thank goodness," he said, close to tears. "I was so worried."

"I'm fine, Ichigo," Orihime said, soaking up her friend's warmth. But then she remembered the last time she was alone with Ichigo and blushed. Pulling away from Ichigo's embrace, she looked to the side, wearing a mask of shame. "Ichigo…I'm so sorry. What I did to you in your room that night…I'm so sorry. I don't know what came over me." She remembered how she'd taken advantage of him and feared that Ichigo thought she was a slut now.

Ichigo remembered that night all too well and decided that now was the time to do something he should've done a long time ago. "Orihime…" he whispered before turning her head to face him. Orihime's eyes widened as Ichigo pressed his lips against hers. Orihime was stunned but melted into the kiss, giving him one of her own as he pulled away. "I love you, Orihime."

A tear ran down her face. "I love you too, Ichigo." She put a hand on his chest, knowing he was still carrying the scars from that night. "But…how can you ever forgive me for what I've done?" she asked tearfully.

Sitting down next to her, Ichigo took hold of Orihime's hand and squeezed it gently. "I never hated you for what you did. I only hope you can forgive me…I should've taken the belt while I had the chance. If I had then none of this would've happened."

Orihime squeezed his hand. "But you saved me. Even when everyone else had given me up for lost."

Turning to Orihime, Ichigo smiled. "I knew my friend was still in there. I believed in you."

More tears fell down her face as she kissed him again. "And I love you for that."

 _ **Later….**_

Unohana came in an hour later and smiled at the touching sight before her. Ichigo was sleeping next to Orihime, keeping the girl tightly wrapped in his arms. She was happy for the two teens and glad that for Orihime the nightmare was over.

Still, it did concern her that Lionel was still missing. She'd ordered dozens of men to drag the river in search for the accursed item but there was no sign of Lionel anywhere. ' _That river leads out into the ocean, so it's possible it's now resting at the bottom of the sea. It's for the best, I suppose.'_

Knowing it was pointless to dwell on it, Unohana decided to put it out of her mind. She walked over and pulled the covers over the orange-haired teens and was glad that something good came from this mess.

Still, the whereabouts of Lionel would continue to bug her for days to come….

 _ **The day after Orihime threw Lionel into the river….  
**_ **Karakura Town Riverbank**

The sun peeked out of the grey clouds, the rain temporarily ended for now. As the river current ebbed and flowed, a belt washed up onto the riverbank, its golden buckle gleaming in the sunlight. It lay there for hours until the sound of footsteps approached the tool. A hand lifted the belt up and the person examined it.

"Wow, this looks really cool," Chizuru said as she examined the belt. Despite the fact that it was wet, she could somehow hear something calling out to her….

 **The End?**


End file.
